Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission file number of the issuing entity: 333-184376-08
Central Index Key Number of the issuing entity: 0001586883
COMM 2013-CCRE11 Mortgage Trust
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001558761
Cantor Commercial Real Estate Lending, L.P.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(exact name of the sponsor as specified in its charter)
46-3786894
New York 46-3907745
(State or other jurisdiction of 46-7075966
incorporation or organization of (I.R.S. Employer
the issuing entity) Identification Numbers)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
(Address of principal executive offices of the issuing entity)
92705
(Zip Code)
Registrant's telephone number, including area code:
(212) 250-2500
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post
such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). [ ] Yes [X] No
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. [ ] Yes [ ] No
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
The Oglethorpe Mall Mortgage Loan, which constituted approximately 7.1% of
the asset pool of the issuing entity as of its cut-off date, is an asset of
the issuing entity and is part of a loan combination that includes the
Oglethorpe Mall Mortgage Loan which is an asset of the issuing entity and
one other pari passu loan, which is not an asset of the issuing entity.
This loan combination, including the Oglethorpe Mall Mortgage Loan, is
being serviced and administered pursuant to the Pooling and Servicing
Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual
Report on Form 10-K. Midland Loan Services, a Division of PNC Bank,
National Association, as the master servicer under the Pooling and Servicing
Agreement, is also the primary servicer of the loan combination.
The responsibilities of Midland Loan Services, a Division of PNC Bank,
National Association, as primary servicer of the loan combination, are
subsumed within its responsibilities as master servicer under the Pooling
and Servicing Agreement. Thus, the servicer compliance statement provided
by Midland Loan Services, a Division of PNC Bank, National Association, as
master servicer under the Pooling and Servicing Agreement, encompasses its
roles as both master servicer and primary servicer with respect to the loan
combination.
The Exhibit Index describes exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the One Wilshire
Mortgage Loan, which constituted approximately 6.3% of the asset pool of
the issuing entity as of its cut-off date. The One Wilshire Mortgage Loan
is an asset of the issuing entity and is part of a loan combination that
includes the One Wilshire Mortgage Loan and one other pari passu loan,
which is not an asset of the issuing entity. The other pari passu portion
of the loan combination was securitized in the COMM 2013-CCRE10 Mortgage
Trust transaction, Commission File Number 333-184376-06 (the "COMM 2013-
CCRE10 Transaction"). This loan combination, including the One Wilshire
Mortgage Loan, is being serviced and administered pursuant to the pooling
and servicing agreement for the COMM 2013-CCRE10 Transaction, which is
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.
Wells Fargo Bank, National Association, as the master servicer under the
pooling and servicing agreement for the COMM 2013-CCRE10 Transaction, is
also the primary servicer of this loan combination. The responsibilities
of Wells Fargo Bank, National Association, as primary servicer of this
loan combination, are subsumed within its responsibilities as master
servicer under the pooling and servicing agreement for the COMM 2013-
CCRE10 Transaction. Thus, the servicer compliance statement provided by
Wells Fargo Bank, National Association, as master servicer under such
pooling and servicing agreement, encompasses its roles as both master
servicer and primary servicer with respect to this loan combination.
The Exhibit Index describes exhibits provided by certain parties (in
their capacities indicated on the Exhibit Index) with respect to the
Miracle Mile Shops Mortgage Loan, which constituted approximately 11.4%
of the asset pool of the issuing entity as of its cut-off date. The
Miracle Mile Shops Mortgage Loan is an asset of the issuing entity and
is part of a loan combination that includes the Miracle Mile Shops
Mortgage Loan and five other pari passu loans, which are not assets of
the issuing entity. This loan combination, including the Miracle Mile
Shops Mortgage Loan, was serviced under the Pooling and Servicing
Agreement for the issuing entity prior to the closing of the
securitization of a pari passu portion of the Miracle Mile Shops loan
combination in the COMM 2013-CCRE12 Mortgage Trust transaction,
Commission File Number 333-184376-09 (the "COMM 2013-CCRE12
Transaction"). After the closing of the COMM 2013-CCRE12 Transaction
on November 7, 2013, this loan combination, including the Miracle Mile
Shops Mortgage Loan was, and will continue to be, serviced and
administered pursuant to the pooling and servicing agreement with
respect to the COMM 2013-CCRE12 Transaction, which is incorporated by
reference as Exhibit 4.3 to this Annual Report on Form 10-K. Wells
Fargo Bank, National Association, as the master servicer under the
pooling and servicing agreement for the COMM 2013-CCRE12 Transaction,
is also the primary servicer of this loan combination. The
responsibilities of Wells Fargo Bank, National Association, as primary
servicer of this loan combination, are subsumed within its
responsibilities as master servicer under the pooling and servicing
agreement for the COMM 2013-CCRE12 Transaction. Thus, the servicer
compliance statement provided by Wells Fargo Bank, National
Association, as master servicer under such pooling and servicing
agreement, encompasses its roles as both master servicer and primary
servicer with respect to this loan combination.
Wells Fargo Bank, National Association is the primary servicer and
certificate administrator of the One Wilshire Mortgage Loan and the
Primary Servicer (with respect to the obligation to make property
protection and mortgage payment advances) and certificate
administrator of the Miracle Mile Shops Mortgage Loan. As a result,
Wells Fargo Bank, National Association is a "servicer" as defined in
Item 1108(a)(2)(iii) of Regulation AB, in the capacities described
above, because it is servicing mortgage loans that constituted 10%
or more of the assets of the issuing entity as of its cut-off date.
The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements
delivered by Wells Fargo Bank, National Association in the
capacities described above are listed in the Exhibit Index.
LNR Partners, LLC is the special servicer of the One Wilshire Mortgage
Loan and the Miracle Mile Shops Mortgage Loan. As a result, LNR Partners,
LLC is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB,
in the capacities described above, because it is servicing mortgage
loans that constituted 10% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable
servicing criteria, accountants' attestation reports and servicer
compliance statements delivered by LNR Partners, LLC in the capacities
described above are listed in the Exhibit Index.
U.S. Bank National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement, the One Wilshire
Mortgage Loan and the Miracle Mile Shops Mortgage Loan. Pursuant to
the Pooling and Servicing Agreement, the pooling and servicing
agreement for the COMM 2013-CCRE10 Transaction and the pooling and
servicing agreement for the COMM 2013-CCRE12 Transaction, the trustee
is required to provide an assessment of compliance with applicable
servicing criteria solely with respect to Item 1122(d)(2)(iii) of
Regulation AB (regarding advances of funds or guarantees regarding
collections, cash flows or distributions, and any interest or other
fees charged for such advances, are made, reviewed and approved as
specified in the transaction agreements). However, the trustee is not
required to deliver such assessment of compliance with applicable
servicing criteria with respect to any reporting period during which
there were no servicing criteria applicable to the trustee, as was
the case during the reporting period covered by this Annual Report
on Form 10-K. As a result, this Annual Report on Form 10-K does not
include an assessment of compliance with applicable servicing
criteria of the trustee. One or more other servicers of the mortgage
loans serviced under the Pooling and Servicing Agreement, the One
Wilshire Mortgage Loan and the Miracle Mile Shops Mortgage Loan have
delivered one or more assessments of compliance with respect to Item
1122(d)(2)(iii) of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance
with applicable servicing criteria and accountants' attestation
reports from CoreLogic Commercial Real Estate Services, Inc. and
National Tax Search, LLC. These entities were engaged by the
primary servicer of the One Wilshire Mortgage Loan and the primary
servicer of the Miracle Mile Shops Mortgage Loan to remit tax
payments received from the escrow accounts of borrowers to local
taxing authorities, to report tax amounts due, to verify tax parcel
information, and to verify non-escrow tax payments. These services
are included within the servicing criteria set forth in Items
1122(d)(4)(xi) and 1122(d)(4)(xii). Therefore, under the
principles-based definition of "servicer" set forth in Item 1101(j)
that looks to the functions that an entity performs, these vendors
are "servicers" for the purposes of Item 1122. See Compliance and
Disclosure Interpretations, Section 301.01 (Item 1101(j)).
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
The Miracle Mile Shops Mortgage Loan (Loan Number 1 on Annex A-1 of the
prospectus supplement of the registrant relating to the issuing entity
filed on October 8, 2013 pursuant to Rule 424(b)(5)) constitutes a
significant obligor within the meaning of Item 1101(k)(2) of Regulation AB
as disclosed in the prospectus supplement. In accordance with Item 1112(b)
of Regulation AB, the most recent unaudited net operating income of the
significant obligor was $45,873,326.32 for the twelve- month period ended
December 31, 2015.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction
as described under Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No entity or group of affiliated entities provides any derivative
instruments or other support for the certificates within this transaction
as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following,
with respect to U.S. Bank National Association, as trustee, Deutsche Bank
Trust Company Americas, as certificate administrator and custodian, and
Wells Fargo Bank, National Association, as certificate administrator and
custodian:
Since 2014 various plaintiffs or groups of plaintiffs, primarily investors,
have filed claims against U.S. Bank National Association ("U.S. Bank"), in
its capacity as trustee or successor trustee (as the case may be) under
certain residential mortgage backed securities ("RMBS") trusts. The
plaintiffs or plaintiff groups have filed substantially similar complaints
against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank
of New York Mellon and Wells Fargo. The complaints against U.S. Bank
allege the trustee caused losses to investors as a result of alleged
failures by the sponsors, mortgage loan sellers and servicers for these
RMBS trusts and assert causes of action based upon the trustee's purported
failure to enforce repurchase obligations of mortgage loan sellers for
alleged breaches of representations and warranties concerning loan
quality. The complaints also assert that the trustee failed to notify
securityholders of purported events of default allegedly caused by
breaches of servicing standards by mortgage loan servicers and that the
trustee purportedly failed to abide by a heightened standard of care
following alleged events of default.
Currently U.S. Bank is a defendant in multiple actions alleging individual
or class action claims against the trustee with respect to multiple trusts
as described above with the most substantial case being: BlackRock
Balanced Capital Portfolio et al v. U.S. Bank National Association,
No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect
to approximately 794 trusts) and its companion case BlackRock Core Bond
Portfolio et al v. U.S Bank National Association, No. 14-cv-9401
(S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock
cases, as well as other trusts, are involved in actions brought by
separate groups of plaintiffs related to no more than 100 trusts per case.
There can be no assurance as to the outcome of any of the litigation, or
the possible impact of these litigations on the trustee or the RMBS
trusts. However, U.S. Bank denies liability and believes that it has
performed its obligations under the RMBS trusts in good faith, that its
actions were not the cause of losses to investors and that it has
meritorious defenses, and it intends to contest the plaintiffs' claims
vigorously.
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against Deutsche Bank Trust Company Americas ("DBTCA")
and Deutsche Bank National Trust Company ("DBNTC") in New York State
Supreme Court purportedly on behalf of and for the benefit of 544
private-label RMBS trusts asserting claims for alleged violations of the
U.S. Trust Indenture Act of 1939 (TIA), breach of contract, breach of
fiduciary duty and negligence based on DBNTC and DBTCA's alleged failure
to perform their duties as trustees for the trusts. Plaintiffs subsequently
dismissed their state court complaint and filed a derivative and class
action complaint in the U.S. District Court for the Southern District of
New York on behalf of and for the benefit of 564 private-label RMBS
trusts, which substantially overlapped with the trusts at issue in the
state court action. The complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain.
DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the
court partially granted the motion on procedural grounds: as to the 500
trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive
defenses asserted in the motion to dismiss as to the 64 trusts formed
under indentures for which it retained jurisdiction. Instead, the court
ordered plaintiffs to file an amended complaint as to those indenture
trusts. On February 23, 2016, plaintiffs filed an amended complaint as to
62 of the 64 indenture trusts included in the original U.S. District Court
complaint. DBNTC and DBTCA will have an opportunity to file new defensive
motions with respect to this amended complaint. It is anticipated that
plaintiffs will, in the near future, file a new state court complaint as
to some or all of the 500 trusts governed by Pooling and Servicing
Agreements which were dismissed from the U.S. District Court action.
On December 30, 2015, IKB International, S.A. and IKB Deutsche
Industriebank A.G. filed a Summons With Notice in New York state
court naming as defendants DBNTC and DBTCA, as trustees of 37 RMBS trusts
(the "IKB Action"). The claims in the IKB Action appear to be
substantively similar to the SDNY Action. The IKB Action is not styled
as a putative class action, but may attempt to bring derivative claims
on behalf of the named RMBS Trusts. DBTCA intends to vigorously defend
the IKB Action.
DBTCA has no pending legal proceedings (including, based on DBTCA's
present evaluation, the litigation disclosed in the foregoing paragraphs)
that would materially affect its ability to perform its duties as
Certificate Administrator and Custodian under the Pooling and Servicing
Agreement for this transaction.
On June 18, 2014, a group of institutional investors filed a civil
complaint in the Supreme Court of the State of New York, New York County,
against Wells Fargo Bank, N.A., in its capacity as trustee under 276
residential mortgage backed securities ("RMBS") trusts, which was later
amended on July 18, 2014, to increase the number of trusts to 284 RMBS
trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily
dismiss the state court action without prejudice. That same day, a group
of institutional investors filed a civil complaint in the United States
District Court for the Southern District of New York (the "District
Court") against Wells Fargo Bank, alleging claims against the bank in its
capacity as trustee for 274 RMBS trusts (the "Complaint"). In December
2014, the plaintiffs' motion to voluntarily dismiss their original state
court action was granted. As with the prior state court action, the
Complaint is one of six similar complaints filed contemporaneously
against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York
Mellon and US Bank) by a group of institutional investor plaintiffs. The
Complaint against Wells Fargo Bank alleges that the trustee caused losses
to investors and asserts causes of action based upon, among other things,
the trustee's alleged failure to (i) enforce repurchase obligations of
mortgage loan sellers for purported breaches of representations and
warranties, (ii) notify investors of alleged events of default purportedly
caused by breaches by mortgage loan servicers, and (iii) abide by
appropriate standards of care following alleged events of default. Relief
sought includes money damages in an unspecified amount, reimbursement of
expenses, and equitable relief. Other cases (collectively, the "Additional
Complaints") alleging similar causes of action have been filed against
Wells Fargo Bank and other trustees in the same court by RMBS investors in
these and other transactions, and these cases have been consolidated
before the same judge. On January 19, 2016, an order was entered in
connection with the Complaint in which the District Court declined to
exercise jurisdiction over 261 trusts at issue in the Complaint; the
District Court also allowed Plaintiffs to file amended complaints if they
so chose, and three amended complaints have been filed. There can be no
assurances as to the outcome of the litigation, or the possible impact
of the litigation on the trustee or the RMBS trusts. However, Wells Fargo
Bank denies liability and believes that it has performed its obligations
under the RMBS trusts in good faith, that its actions were not the cause
of any losses to investors, and that it has meritorious defenses, and it
intends to contest the plaintiffs' claims vigorously.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
The information regarding this Item has been previously provided in a
prospectus supplement of the Registrant relating to the issuing entity
filed on October 8, 2013 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the mortgage loans are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the
Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for
each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the One Wilshire Mortgage Loan, which is being
serviced and administered pursuant to the pooling and servicing agreement
for the COMM 2013-CCRE10 Transaction, are attached hereto under Item 15 to
this Annual Report on Form 10-K. Attached as Schedule II to the pooling and
servicing agreement for the COMM 2013-CCRE10 Transaction incorporated by
reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the COMM
2013-CCRE10 Transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the Miracle Mile Shops Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2013-CCRE12 Transaction, are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the
pooling and servicing agreement for the COMM 2013-CCRE12 Transaction
incorporated by reference as Exhibit 4.3 to this Annual Report on Form
10-K is a chart identifying the entities participating in a servicing
function for the COMM 2013-CCRE12 Transaction responsible for each
applicable servicing criteria set forth in Item 1122(d).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following is a list of documents filed as part of this Annual Report
on Form 10-K:
(1) Not applicable
(2) Not applicable
(3) See below
4.1 Pooling and Servicing Agreement, dated as of October 1, 2013, by
and among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Situs Holdings, LLC,
as Special Servicer, U.S. Bank National Association, as Trustee,
Deutsche Bank Trust Company Americas, as Certificate Administrator,
Paying Agent and Custodian, and Park Bridge Lender Services LLC,
as Operating Advisor (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K/A filed on October 30, 2013 under
Commission File No. 333-184376-08 and incorporated by reference
herein)
4.2 Pooling and Servicing Agreement, dated as of August 1, 2013, by
and among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Paying Agent and
Custodian, and Park Bridge Lender Services LLC, as Operating
Advisor (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on February 5, 2014 under Commission
File No. 333-184376-08 and incorporated by reference herein)
4.3 Pooling and Servicing Agreement, dated as of November 1, 2013, by
and among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Paying Agent and
Custodian, and Park Bridge Lender Services LLC, as Operating
Advisor (filed as Exhibit 4.2 to the registrant's Current
Report on Form 8-K filed on February 5, 2014 under Commission
File No. 333-184376-08 and incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-
backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
33.2 Situs Holdings, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Oglethorpe Mall Mortgage Loan
(see Exhibit 33.1)
33.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (see Exhibit 33.2)
33.7 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Oglethorpe Mall Mortgage Loan (see Exhibit 33.3)
33.8 Park Bridge Lender Services LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (see Exhibit 33.4)
33.9 Wells Fargo Bank, National Association, as Primary Servicer of the One
Wilshire Mortgage Loan
33.10 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
33.11 Wells Fargo Bank, National Association, as Certificate Administrator
of the One Wilshire Mortgage Loan
33.12 Wells Fargo Bank, National Association, as Custodian of the One
Wilshire Mortgage Loan
33.13 Park Bridge Lender Services LLC, as Operating Advisor of the One
Wilshire Mortgage Loan (see Exhibit 33.4)
33.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the One Wilshire Mortgage Loan
33.15 National Tax Search, LLC, as Servicing Function Participant of the One
Wilshire Mortgage Loan
33.16 Wells Fargo Bank, National Association, as Primary Servicer (with
respect to the obligation to make property protection and mortgage
payment advances) of the Miracle Mile Shops Mortgage Loan
(see Exhibit 33.9)
33.17 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (except with respect to the obligation to make
property protection and mortgage payment advances) of the Miracle Mile
Shops Mortgage Loan (see Exhibit 33.1)
33.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (see Exhibit 33.10)
33.19 Wells Fargo Bank, National Association, as Certificate Administrator
of the Miracle Mile Shops Mortgage Loan (see Exhibit 33.11)
33.20 Wells Fargo Bank, National Association, as Custodian of the Miracle
Mile Shops Mortgage Loan (see Exhibit 33.12)
33.21 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle
Mile Shops Mortgage Loan (see Exhibit 33.4)
33.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Miracle Mile Shops Mortgage Loan (see Exhibit 33.14)
33.23 National Tax Search, LLC, as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (see Exhibit 33.15)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
34.2 Situs Holdings, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Oglethorpe Mall Mortgage Loan
(see Exhibit 34.1)
34.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (see Exhibit 34.2)
34.7 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Oglethorpe Mall Mortgage Loan (see Exhibit 34.3)
34.8 Park Bridge Lender Services LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (see Exhibit 34.4)
34.9 Wells Fargo Bank, National Association, as Primary Servicer of the
One Wilshire Mortgage Loan
34.10 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
34.11 Wells Fargo Bank, National Association, as Certificate Administrator
of the One Wilshire Mortgage Loan
34.12 Wells Fargo Bank, National Association, as Custodian of the One
Wilshire Mortgage Loan
34.13 Park Bridge Lender Services LLC, as Operating Advisor of the One
Wilshire Mortgage Loan (see Exhibit 34.4)
34.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the One Wilshire Mortgage Loan
34.15 National Tax Search, LLC, as Servicing Function Participant of the
One Wilshire Mortgage Loan
34.16 Wells Fargo Bank, National Association, as Primary Servicer (with
respect to the obligation to make property protection and mortgage
payment advances) of the Miracle Mile Shops Mortgage Loan
(see Exhibit 34.9)
34.17 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (except with respect to the obligation to make
property protection and mortgage payment advances) of the Miracle Mile
Shops Mortgage Loan (see Exhibit 34.1)
34.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (see Exhibit 34.10)
34.19 Wells Fargo Bank, National Association, as Certificate Administrator
of the Miracle Mile Shops Mortgage Loan (see Exhibit 34.11)
34.20 Wells Fargo Bank, National Association, as Custodian of the Miracle
Mile Shops Mortgage Loan (see Exhibit 34.12)
34.21 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle
Mile Shops Mortgage Loan (see Exhibit 34.4)
34.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Miracle Mile Shops Mortgage Loan
(see Exhibit 34.14)
34.23 National Tax Search, LLC, as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (see Exhibit 34.15)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Situs Holdings, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Oglethorpe Mall Mortgage Loan
(see Exhibit 35.1)
35.5 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Oglethorpe Mall Mortgage Loan (see Exhibit 35.3)
35.7 Wells Fargo Bank, National Association, as Primary Servicer of the
One Wilshire Mortgage Loan
35.8 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
35.9 Wells Fargo Bank, National Association, as Certificate Administrator
of the One Wilshire Mortgage Loan
35.10 Wells Fargo Bank, National Association, as Primary Servicer of the
Miracle Mile Shops Mortgage Loan
35.11 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Miracle Mile Shops Mortgage Loan
(see Exhibit 35.1)
35.12 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan
35.13 Wells Fargo Bank, National Association, as Certificate Administrator
of the Miracle Mile Shops Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of October 2, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K/A filed on October 30, 2013 under Commission File
No. 333-184376-08and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of October 2, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial
Real Estate Lending, L.P. (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K/A filed on October 30, 2013 under
Commission File No. 333-184376-08and incorporated by reference
herein)
(b) The exhibits required to be filed by the Registrant pursuant to
Item 601 of Regulation S-K are listed above and in the Exhibit Index
that immediately follows the signature page hereof.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: March 23, 2016
/s/ Matt Smith
Matt Smith, Director
Date: March 23, 2016
EXHIBIT INDEX
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of October 1, 2013, by
and among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Situs Holdings, LLC,
as Special Servicer, U.S. Bank National Association, as Trustee,
Deutsche Bank Trust Company Americas, as Certificate Administrator,
Paying Agent and Custodian, and Park Bridge Lender Services LLC,
as Operating Advisor (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K/A filed on October 30, 2013 under
Commission File No. 333-184376-08 and incorporated by reference
herein)
4.2 Pooling and Servicing Agreement, dated as of August 1, 2013, by
and among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Paying Agent and
Custodian, and Park Bridge Lender Services LLC, as Operating
Advisor (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on February 5, 2014 under Commission
File No. 333-184376-08 and incorporated by reference herein)
4.3 Pooling and Servicing Agreement, dated as of November 1, 2013, by
and among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Paying Agent and
Custodian, and Park Bridge Lender Services LLC, as Operating
Advisor (filed as Exhibit 4.2 to the registrant's Current
Report on Form 8-K filed on February 5, 2014 under Commission
File No. 333-184376-08 and incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-
backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
33.2 Situs Holdings, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Oglethorpe Mall Mortgage Loan
(see Exhibit 33.1)
33.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (see Exhibit 33.2)
33.7 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Oglethorpe Mall Mortgage Loan (see Exhibit 33.3)
33.8 Park Bridge Lender Services LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (see Exhibit 33.4)
33.9 Wells Fargo Bank, National Association, as Primary Servicer of the One
Wilshire Mortgage Loan
33.10 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
33.11 Wells Fargo Bank, National Association, as Certificate Administrator
of the One Wilshire Mortgage Loan
33.12 Wells Fargo Bank, National Association, as Custodian of the One
Wilshire Mortgage Loan
33.13 Park Bridge Lender Services LLC, as Operating Advisor of the One
Wilshire Mortgage Loan (see Exhibit 33.4)
33.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the One Wilshire Mortgage Loan
33.15 National Tax Search, LLC, as Servicing Function Participant of the One
Wilshire Mortgage Loan
33.16 Wells Fargo Bank, National Association, as Primary Servicer (with
respect to the obligation to make property protection and mortgage
payment advances) of the Miracle Mile Shops Mortgage Loan
(see Exhibit 33.9)
33.17 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (except with respect to the obligation to make
property protection and mortgage payment advances) of the Miracle Mile
Shops Mortgage Loan (see Exhibit 33.1)
33.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (see Exhibit 33.10)
33.19 Wells Fargo Bank, National Association, as Certificate Administrator
of the Miracle Mile Shops Mortgage Loan (see Exhibit 33.11)
33.20 Wells Fargo Bank, National Association, as Custodian of the Miracle
Mile Shops Mortgage Loan (see Exhibit 33.12)
33.21 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle
Mile Shops Mortgage Loan (see Exhibit 33.4)
33.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Miracle Mile Shops Mortgage Loan (see Exhibit 33.14)
33.23 National Tax Search, LLC, as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (see Exhibit 33.15)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
34.2 Situs Holdings, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Oglethorpe Mall Mortgage Loan
(see Exhibit 34.1)
34.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (see Exhibit 34.2)
34.7 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Oglethorpe Mall Mortgage Loan (see Exhibit 34.3)
34.8 Park Bridge Lender Services LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (see Exhibit 34.4)
34.9 Wells Fargo Bank, National Association, as Primary Servicer of the
One Wilshire Mortgage Loan
34.10 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
34.11 Wells Fargo Bank, National Association, as Certificate Administrator
of the One Wilshire Mortgage Loan
34.12 Wells Fargo Bank, National Association, as Custodian of the One
Wilshire Mortgage Loan
34.13 Park Bridge Lender Services LLC, as Operating Advisor of the One
Wilshire Mortgage Loan (see Exhibit 34.4)
34.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the One Wilshire Mortgage Loan
34.15 National Tax Search, LLC, as Servicing Function Participant of the
One Wilshire Mortgage Loan
34.16 Wells Fargo Bank, National Association, as Primary Servicer (with
respect to the obligation to make property protection and mortgage
payment advances) of the Miracle Mile Shops Mortgage Loan
(see Exhibit 34.9)
34.17 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (except with respect to the obligation to make
property protection and mortgage payment advances) of the Miracle Mile
Shops Mortgage Loan (see Exhibit 34.1)
34.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (see Exhibit 34.10)
34.19 Wells Fargo Bank, National Association, as Certificate Administrator
of the Miracle Mile Shops Mortgage Loan (see Exhibit 34.11)
34.20 Wells Fargo Bank, National Association, as Custodian of the Miracle
Mile Shops Mortgage Loan (see Exhibit 34.12)
34.21 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle
Mile Shops Mortgage Loan (see Exhibit 34.4)
34.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Miracle Mile Shops Mortgage Loan
(see Exhibit 34.14)
34.23 National Tax Search, LLC, as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (see Exhibit 34.15)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Situs Holdings, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Oglethorpe Mall Mortgage Loan
(see Exhibit 35.1)
35.5 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Oglethorpe Mall Mortgage Loan (see Exhibit 35.3)
35.7 Wells Fargo Bank, National Association, as Primary Servicer of the
One Wilshire Mortgage Loan
35.8 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
35.9 Wells Fargo Bank, National Association, as Certificate Administrator
of the One Wilshire Mortgage Loan
35.10 Wells Fargo Bank, National Association, as Primary Servicer of the
Miracle Mile Shops Mortgage Loan
35.11 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Miracle Mile Shops Mortgage Loan
(see Exhibit 35.1)
35.12 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan
35.13 Wells Fargo Bank, National Association, as Certificate Administrator
of the Miracle Mile Shops Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of October 2, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K/A filed on October 30, 2013 under Commission File
No. 333-184376-08and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of October 2, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial
Real Estate Lending, L.P. (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K/A filed on October 30, 2013 under
Commission File No. 333-184376-08and incorporated by reference
herein)
